MTS Announces Proposed Public Offering Of Common Stock And Tangible Equity Units
Each tangible equity unit will consist of a prepaid stock purchase contract and an amortizing note. Unless earlier settled or redeemed, each stock purchase contract will automatically settle on
In connection with the pricing of the tangible equity units, the Company expects to enter into capped call transactions with an affiliate of
In connection with establishing their initial hedge positions with respect to the capped call transactions, we expect that the option counterparties (and/or their respective affiliates) will enter into various derivative transactions with respect to the Company's Common Stock concurrently with or shortly after the pricing of the tangible equity units and the option counterparties (and/or their respective affiliates) may unwind these various derivative transactions and purchase shares of the Company's Common Stock in open market transactions shortly following the pricing of the tangible equity units. These activities could have the effect of increasing, or reducing the size of a decline in, the market price of the Company's Common Stock or the trading price of the purchase contracts or tangible equity units concurrently with, or shortly following, the pricing of the tangible equity units.
The Company intends to use a portion of the net proceeds of the tangible equity units to fund the cost of the capped call transactions and the remaining net proceeds of the offerings to partially fund the acquisition of PCB. If the acquisition of PCB is not completed, the Company intends to use the net proceeds from these offerings for general corporate purposes, including strategic investments and acquisitions. If the tangible equity units offering is completed but the acquisition of PCB is not consummated, the Company may redeem all, but not less than all, of the outstanding purchase contracts by issuing a redemption notice. The Company will pay a redemption price at that time in cash or in shares of Common Stock in accordance with the terms of the purchase contracts. If the Company elects to redeem the purchase contracts, it may be required by the holders thereof to repurchase the amortizing notes at the repurchase price set forth in the amortizing notes.
Copies of the preliminary prospectus supplement and the accompanying base prospectus related to the Common Stock and the preliminary prospectus supplement and the accompanying base prospectus related to the tangible equity units may be obtained from
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Information Regarding Forward-Looking Statements
This release contains "forward-looking statements" made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the merger, including future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. These statements are based on MTS's current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Risks, uncertainties and assumptions include, but are not limited to: (1) the proposed transaction may not be completed, or completed within the expected timeframe; (2) costs relating to the proposed transaction may be greater than expected; (3) the possibility that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval in connection with the proposed transaction; (4) problems that may arise in integrating the businesses of the two companies and that the integration may not be successful; (5) the combined company may be unable to achieve the anticipated synergies or those benefits may take longer to realize than expected; (6) the businesses of one or both companies may suffer as a result of uncertainties surrounding the proposed transaction including disruption of relationships with customers, employees or suppliers; (7) increased competition and its effect on pricing; and (8) other risks beyond the control of either party. Additional factors that could cause MTS's actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those described in the "Risk Factors" section in each of the prospectus supplements with respect to the offerings and MTS's most recent Form 10-K filed with the
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Andy Cebulla, Director of Investor Relations and Treasurer, (952) 937-4000